Companies Act 2014 section 1123

Acquisitions of uncertificated securities from dissenting shareholders

Section 1123 sets out the procedure for transferring uncertificated securities (i.e. electronically held shares or securities) when an offeror in a takeover becomes obliged to compulsorily acquire the holdings of shareholders or security holders who have not accepted the offer.

• When an offeror becomes legally bound to acquire the shares or securities of a dissenting shareholder or security holder following a takeover, a simplified transfer procedure applies for uncertificated (electronically held) securities
• Instead of following the normal transfer procedures, the target company must simply update its register of securities to show the offeror as the new holder of the relevant uncertificated units, replacing the previous registered holder
• The register amendment is treated as though the company had received a formal instruction from the system operator to make the change
• Once the register has been amended, the company must immediately notify the system operator of the change by sending an issuer-instruction

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